MONTREAL, Aug. 20, 2019 /CNW Telbec/ - Transat A.T. Inc. ("Transat" or the "Corporation"), today confirms that it has taken note of Pierre Karl Péladeau's press release dated August 19, 2019 regarding his recommendation to shareholders with respect to the arrangement with Air Canada (the "Arrangement"). Transat notes that pursuant to this press release, no offer to acquire Transat has been made by Mr. Péladeau or any of his business associates.
Absence of an alternative offer
The arrangement with Air Canada is the result of a rigorous and diligent process by Transat's board of directors (the "Board") supported by financial and legal advisors over a period of more than 6 months. Transat has never received any offer from Mr. Péladeau or any of his business associates to acquire Transat, and this, despite the April 30, 2019 announcement to the effect that Transat was in preliminary discussions with more than one party interested in acquiring it. Since the execution of the arrangement agreement with Air Canada on June 27, 2019, Mr. Péladeau or any other interested party could have made an offer to Transat, in the manner specifically provided for in the arrangement agreement. The process contemplated permits the offeror under any qualifying offer to undertake the necessary due diligence. Transat has not received any such offer to date.
Essentially, as no other offer has been received, our Shareholders have the choice between on the one hand, receiving $18 in all-cash consideration for each Transat share they hold, or on the other hand, bearing the risks associated with the implementation of Transat's strategic plan. There is currently no concrete alternative transaction on the table.
The Arrangement with Air Canada benefits all our stakeholders, notably (i) our travellers, by enhancing route offerings, frequencies, connection times and leisure travel options, (ii) our communities, by maintaining the Transat head office and its key functions in Montréal and by introducing additional regional and U.S. networks allowing for Montreal to become a leading global hub, and (iii) our employees, by providing better job security and additional development opportunities through greater growth prospects.
In view of the above and for the reasons described in Transat's Management Proxy Circular dated July 19, 2019, Transat's Board and the special committee of the Board, supported by its legal and financial advisors, continue to unanimously reiterate that the Arrangement with Air Canada is in the best interest of Transat and its stakeholders and is fair to its shareholders, and unanimously recommend that Transat shareholders:
Vote FOR the special resolution approving the plan of arrangement with Air Canada
Special Meeting of Transat Shareholders
The Board encourages all Shareholders to vote well in advance of the proxy cut-off time of 5:00 p.m. (Montréal time) on August 21, 2019.Transat has retained Kingsdale Advisors to act as its strategic shareholder advisor and proxy solicitation agent and to answer information requests from shareholders. Communications with Kingsdale Advisors may be made by phone toll free within North America at 1-888-518-1552, or collect call outside North America at 416-867-2272, or by e-mail at firstname.lastname@example.org.
A copy of the management information circular of the Corporation dated July 19, 2019 and related Meeting materials have been mailed to Shareholders and can also be obtained via SEDAR at www.sedar.com, on Transat's website at www.transat.com or by contacting Kingsdale Advisors.
Caution regarding forward looking statements
This press release contains certain forward-looking statements about Transat concerning a potential transaction involving the acquisition of shares of Transat. These statements are based on certain assumptions deemed reasonable by Transat, but are subject to certain risks and uncertainties, several of which are outside the control of Transat, which may cause results to vary materially. Transat disclaims any intention or obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise, other than as required by securities laws.
Transat A.T. Inc. is a leading integrated international tourism company specializing in holiday travel. It offers vacation packages, hotel stays and air travel under the Transat and Air Transat brands to some 60 destinations in more than 25 countries in the Americas and Europe. Transat is firmly committed to sustainable tourism development, as reflected in its multiple corporate responsibility initiatives over the past 12 years, and was awarded Travelife certification in 2018. Based in Montreal, the Corporation has 5,000 employees (TSX:TRZ.TO - News).
SOURCE Transat A.T. Inc.
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